Unitary Enterprise "Talimarjan Thermal Power Plant"

Transcription

1 Public Disclosure Authorized Unitary Enterprise "Talimarjan Thermal Power Plant" Public Disclosure Authorized Talimarjan Transmission Project ("Construction Of 500 Kv High Voltage Line "Talimarjan TPP - Substation Sogdiana" With 500 Kv Outdoor Switchgear At Talimarjan TPP" Project) IBRD LOAN N UZ Special Purpose Cash Basis Project Financial Statements For the period from 1 January 2016 to 15 October 2016 Public Disclosure Authorized Public Disclosure Authorized

2 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N28009-UZ) TABLE OF CONTENTS STATEMENT OF MANAGEMENT'S RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT 2-3 SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS Statement of sources and uses of funds 4 Statement of uses of fund by component and expenditure type 5 Statement of designated accounts 6 Notes to the special purpose cash basis project financial statements 7-10

3 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N28009-UZ) STATEMENT OF MANAGEMENT'S RESPONSIBILITIES FOR THE PREPARATION AND APPROVAL OF THE SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2016 TO 15 OCTOBER 2016 Management of Unitary Enterprise "Talimarjan Thermal Power Plant" and Talimarjan Transmission Project ("Construction Of 500 Kv High Voltage Line "Talimarjan TPP - Substation Sogdiana" With 500 Kv Outdoor Switchgear At Talimarjan TPP" Project) - (the "Project") implemented by JSC "Uzbekenergo" is responsible for the preparation of the special purpose cash basis project financial statements that present fairly the statement of sources and uses of funds, the statement of uses of funds by component and expenditure type and the statement of designated account for the period from 1 January 2016 to 15 October 2016 and a summary of significant accounting policies and other explanatory information, in compliance with the International Public Sector Accounting Standard "Financial Reporting under the Cash Basis of Accounting" ("IPSAS - Cash Basis") and the World Bank's Financial Management Sector Board's "Guidelines: Annual Financial Reporting and Auditing for World Bank Financed Activities" (the "WB Guidelines"). In preparing the special purpose cash basis project financial statements, the Project's management is responsible for: * properly selecting and applying accounting policies; * presenting information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; * providing additional disclosures when compliance with the specific requirements in IPSAS - Cash Basis are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Project's Statement of Sources and Uses of Funds, the Statement of Uses of Funds by Component and Expenditure Type and the Statement of Designated Account for the period from 1 January 2016 to 15 October 2016; * making an assessment of the Project's ability to continue as a going concern. The Project's management is also responsible for: * designing, implementing and maintaining an effective and sound system of internal controls, throughout the Project; * maintaining adequate accounting records that are sufficient to show and explain the Project's transactions and disclose with reasonable accuracy at any time the financial position of the Project, and which enable them to ensure that the special purpose cash basis project financial statements of the Project comply with IPSAS - Cash Basis and the WB Guidelines; * maintaining statutory accounting records in compliance with the legislation of the Republic of Uzbekistan; * taking such steps are reasonably available to them to safeguard the assets of the Project and to affirm that funds received on the basis of Loan Agreement N98009-UZ were used for the purposes the financing was provided for; and * preventing and detecting fraud and other irregularities. The special purpose cash basis project financial statements for the period from 1 January 2016 to 15 October 2016 were approved by t management on 15 0 tober On behalf gement: s. Abdu ormuminov - Parda Tursunov Director Chief Accountant On behalf of PIU: hamidov Manager of PIU 15 October 2016 Yelena Astanova Leading financial specialist of PIU 1

4 "Deloltte & Touche" Audit organization LLC Business Center Inkonel" 75, Mustaklilik Avenue Tashkent , Republic of Uzbekistan Tel: +998 (71) Fax: +998 (71) deloltte.uz INDEPENDENT AUDITORS' REPORT To the Management of JSC "Uzbekenergo", Unitary Enterprise "Talimarjan Thermal Power Plant" and Talimarjan Transmission Project We have audited the accompanying special purpose cash basis project financial statements of "Talimarjan Transmission Project" (Construction of 500 kv high voltage line "Talimarjan TPP - Substation Sogdiana" with 500 kv outdoor switchgear at Talimarjan TPP" Project) financed through the International Bank for Reconstruction and Development ("lbrd") Loan NQ 8009-UZ dated 16 September 2011 and contributions received from JSC "Uzbekenergo" and the Government of the Republic of the Uzbekistan (the "Project"), which comprise the statement of sources and uses of funds, the statement of uses of funds by component and expenditure type and the statement of designated account for the period from 1 January 2016 to 15 October 2016 and a summary of significant accounting policies and other explanatory information (collectively referred to as the "special purpose cash basis project financial statements"). The special purpose cash basis project financial statements have been prepared by the management of Project Implementation Unit under Unitary Enterprise "Talimarjan Thermal Power Plant" (the "PIU") in accordance with the International Public Sector Accounting Standard, Financial Reporting under the Cash Basis of Accounting ("IPSAS - Cash Basis"), and the Guidelines on Annual Financial Reporting and Auditing for World Bank - Financed Activities issued by the World Bank's Financial Management Sector Board (the "WB guidelines"). Management's responsibility for the special purpose cash basis project financial statements Management is responsible for the preparation and fair presentation of these special purpose cash basis project financial statements in accordance with the basis of accounting described in Note 2. This includes determining that the IPSAS - Cash Basis of accounting is an acceptable basis for the preparation of the special purpose project financial statements in the circumstances and for such internal control as management determines is necessary to enable the preparation of the special purpose cash basis project financial statements that are free from material misstatement, whether due to fraud or error. Auditors' responsibility Our responsibility is to express an opinion on these special purpose cash basis project financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the special purpose cash basis project financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose cash basis project financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the special purpose cash basis project financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation of the special purpose cash basis project financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Our audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the special purpose cash basis project financial statements. 2 Deloitte refers to one or more of DeloitteToucheTahrnatsu Umited, a UK prtate company ilmited byguarantee ('DTTL), Its network of member firms and their related entitles. DTTL and each of Its member firms are legally separate and Independent entitles DTTL (also refered to as"deloite Globan does not provide services to diets. Plase see wwwdewot1com about for a more detailed description of DTTL and Its member 2016 TDeloltte & Touch Audit organization LLC AII rights reserved

5 Deloitte. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Qualified Opinion The project accounting records and documents do not provide sufficient evidence supporting the classification of expenditure by sub-components in the statement of uses of funds by component and expenditure type for the period from 1 January 2016 to 15 October 2016 as required by the International Public Sector Accounting Standard Financial Reporting under the Cash Basis of Accounting. As a result, we were unable to determine whether any reclassifications would have been required in respect of expenditure by sub-components and the related elements making up the Statement of Uses of Funds by Component and Expenditure Type. Qualified Opinion In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the special purpose cash basis project financial statements present fairly, in all material respects, the Sources and Uses of Funds of the Project for the period from 1 January 2016 to 15 October 2016 in accordance with the IPSAS - Cash Basis and the WB Guidelines. Basis of Accounting and Restriction on Use Without modifying our opinion, we draw attention to Note 2 to the special purpose cash basis project financial statements, which describes the basis of accounting. The special purpose cash basis project financial statements are prepared to assist the Project to comply with the requirements of the loan agreement. As a result, the special purpose cash basis project financial statements may not be suitable for another purpose. This report is intended solely for use of the Project's management, Unitary Enterprise "Talimarjan Thermal Power Plant", JSC "Uzbekenergo", and in communicating to IBRD. This report is not intended for the benefit of any other third party and we accept no responsibility or liability to any party other than those mentioned above in respect of the report. Should any third party take decisions based on the contents of the report, the responsibility for such decisions shall remain with those third parties. Emphasis of matter We draw your attention to Note 4 to the special purpose cash basis project financial statements, the Project's closing date was determined as 30 June 2016 with a 4-month grace period ended 30 October Our opinion is not qualified in respect of this matter. LDeev4A2;L'c &Thta 15 October 2016 Tashkent, Uzbekistan 3

6 - UNITARY ENTERPRISE "TALIMARJAN THERMAL POWER PLANT" TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N UZ) STATEMENT OF SOURCES AND USES OF FUNDS FOR THE PERIOD FROM I JANUARY 2016 TO 15 OCTOBER 2016 (in US Dollars) From 1 January 2016 From 29 September 2009 Note to 15 October 2016 to 15 October 2016 (Unaudited) Opening Cash Balances: Designated Account (IBRD Loan) 1,094,448 Total Opening Cash Balance: 1,094,448 - Add: Sources IBRD Loan: 6,114,053 96,724,593 Designated Account Replenishment 650,000 14,708,696 Direct Payments 6 5,464,053 82,015,897 Co-Financing Account (Uzbekenergo) 787,893 71,096,231 Total Cash Available: 7,996, ,820,824 Less: Uses of Funds Goods and Works 6,842, ,349,417 Consultants Services/Audit/Training 941,924 3,259,874 Operating Costs - - Total Expenditure: 7,784, ,609,291 Surplus/(Deficit) 211, ,533 Closing Cash Balanse: Designated Account (IBRD Loan) 211, ,533 Total Closing Cash Balances: 211, ,533 On behalf of the Ma ment: Abdu ormuminov Director z e o On behalf of PIU: AzizKhena Manager of Pl U Astanova Leading financial specialist of PIU 15 October 2016 Notes on pages 7-10 form an integral part of these Special Purpose Cash Basis Project Financial Statements. 4

7 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N UZ) STATEMENT OF USES OF FUNDS BY COMPONENT AND EXPENDITURE TYPE FOR THE PERIOD FROM I JANUARY 2016 TO 15 OCTOBER 2016 (in US Dollars) Component 1: Strengthening power transmission network From 1 January 2016 to From 29 September October 2016 to 15 October 2016 (Unaudited) Sub-component (a) 500 kv, about 220 km transmission line from Talimaian TPP to Sogdiana: Goods - 32,586,703 Works 124,847 44,628,849 Sub-component (b) and (c) - 500/220 Kv new open switch-yard at Talimadan TPP and a bay at the Sogdiana substation: Goods 331,421 26,906,215 Works 102,644 16,315,770 Sub-component (d) 500 kv short transmission connection of Karakul-Guzar line with the new open switch-yard: Goods 530,560 Sub-component (e) Rehabilitation activities of the transmission network in South-Western region of Uzbekistan, i.e. Samarkand, Bukhara, Naioly, and Kashkadarya provinces: -Works 325,025 Goods 6,055,044 42,285,962 Works 228, ,333 Sub-total 6,842, ,349,417 Component 2: Institutional Strengthening Consultants 783,924 2,861,874 Audit 158, ,000 Sub-total 941,924 3,259,874 Total Project Expenditures 7,784, ,609,291 On behalf of the Ma ement: Ab us Normuminov rda Tursunov Director Z o ief Accountant On behalf of PIU: sv Azli KliliiFiov Manager of PIU Ye ena Astanova Leading financial specialist of PIU 15 October 2016 Notes on pages 7-10 form an integral part of these Special Purpose Cash Basis Project Financial Statements 5

8 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN Ne 8009-UZ) STATEMENT OF DESIGNATED ACCOUNT FOR THE PERIOD FROM 1 JANUARY 2016 TO 15 OCTOBER 2016 (in US Dollars) From 1 January 2016 From 29 September 2009 Note to 15 October 2016 to 15 October 2016 (Unaudited) Opening Balance 1,094,448 Add: IBRD Replenishments 650,000 14,708,696 Deduct: Direct payments from designated account 7 1,532,915 14,497,163 Closing Balance 211, ,533 On behalf of the Management: Abd ami Normuminov arda Tursunov Director 0 hief Accountant On behalf of PIU: M z- Khamidov Manager of PlU Velena Astanova Leading financial specialist of PlU 15 October 2016 Notes on pages 7-10 form an integral part of these Special Purpose Cash Basis Project Financial Statements. 6

9 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N UZ) NOTES TO THE SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2016 TO 15 OCTOBER (in US Dollars, unless otherwise indicated) 1. Unitary Enterprise "Talimarjan Thermal Power Plant" and its Operations under Talimarjan Transmission Project Unitary Enterprise "Talimarjan Thermal Power Plant" ( the UE "Talimarjan TPP") was established in accordance with Decree of the Cabinet of Ministers of the Republic of Uzbekistan N2 93 dated 24 February 2001 "On Measures to Organize the Activity of JSC "Uzbekenergo", Order of JSC "Uzbekenergo" Ng 132 dated 31 May 2001 and Decree of Cabinet of Ministers of the Republic of Uzbekistan N2 290 dated 21 June 2004 "On Improving the Activity of JSC "Uzbekenergo". Registered address. Nuristan town, Nishan district, Kashkadarya region, , Republic of Uzbekistan. Main activity. UE "Talimarjan TPP" is a 100% owned subsidiary of JSC "Uzbekenergo", a government owned entity. Its main activity is the production of electric and thermal energy. Talimarjan Transmission Project. The Government of Uzbekistan and the International Bank for Reconstruction and Development ("IBRD") have signed a Loan Agreement N UZ dated 16 September 2011 (the "Loan Agreement") for US Dollar ("USD") 110 million. On the same date IBRD and JSC "Uzbekenergo" have signed the Project Agreement (the "Project Agreement") under the Loan Agreement. On 3 November 2011 the Govemment of Uzbekistan and JSC "Uzbekenergo" have signed a refinancing agreement under the Loan Agreement for total amount of USD 110 million to finance project under the "Talimarjan Transmission Project ("Construction of 500 kv high voltage line "Talimarjan TPP - Substation Sogdiana" with 500 kv outdoor switchgear at Talimarjan TPP) (the "Project"). The ultimate responsibility for repayment of the principal loan amount and respective charges lies with the Government of Uzbekistan. According to Decree of the President of the Republic of Uzbekistan N2 PP dated 27 August 2011 "On measures of Investment Program implementation of "Construction of 500 kv high voltage line "Talimarjan TPP -Substation Sogdiana" with 500 kv outdoor switchgear at Talimarjan TPP" (the "Decree"), JSC "Uzbekenergo" was appointed as the Executing body responsible for the fulfillment of the Project and the UE "Talimarjan TPP" was appointed as the customer of the Project. The Decree states that the share of the Government of Uzbekistan in the project costs should amount to USD million of which: * USD21.72 million is to be financed by in-kind contributions in the form of tax and customs duty exemptions within the framework of the Project implementation; and * USD million is to be financed from own funds of JSC "Uzbekenergo". The main purpose of the Project is to improve the reliability of the electricity supply to residential and business consumers in South-Western Uzbekistan. The Project consists of the following parts: Part 1: Strengthening of Power Transmission Network (a) Construction of about 220 km single-circuit 500 kv transmission line from Talimarjan Thermal Power Plant to Sogdiana Substation; (b) Construction of 500/220 kv switch-yard at Talimarjan Thermal Power Plant; (c) Construction of a bay extension at Sogdiana Substation; (d) Construction of a 500 kv connection line from the 500/220 kv open switch-yard at Talimarjan Thermal Power Plant to the Karakul-Guzar transmission line; and (e) Rehabilitation activities of the transmission network in South-Western region of Uzbekistan, i.e. Samarkand, Bukhara, Navoiy, and Kashkadarya provinces. Part 2: Institutional Strengthening (a) Strengthening JSC "Uzbekenergo" and its subsidiaries' technical and fiduciary capacity; 7

10 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N UZ) NOTES TO THE SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2016 TO 15 OCTOBER 2016 (continued) (In US Dollars, unless otherwise indicated) (b) Strengthening JSC "Uzbekenergo" for Project management, monitoring, reporting and evaluation, including procurement, financial management and disbursement activities and carrying out the Project and JSC "Uzbekenergo" audit. Project Implementation Unit. The Project Implementation Unit (the "PIU") was established under UE "Talimarjan TPP" in accordance with JSC "Uzbekenergo" order N 73 dated 5 March 2010 for the purpose of: (a) Control over execution of conditions of the Loan Agreement and the Project Agreement; (b) Preparation of Project documentation; (c) Provision of account and statistic reports and other information about Project preparation and realization; (d) Procurement in line with the IBRD procedures as stipulated in the Project Agreement; (e) Implementation of environmental management plans; (f) Implementation of Social Aspects plan. The PIU is not an independent legal entity and carried out its activities under JSC Ubekenergo's control. 2. Basis of Presentation These Special Purpose Cash Basis Project Financial Statements are prepared on the cash basis of accounting based on International Public Sector Accounting Standard Financial Reporting under the Cash Basis of Accounting" ("IPSAS-Cash Basis") issued by the International Public Sector Accounting Standards Board and incorporate the following principal accounting policies, which have been consistently followed in all material respects and comply with the Guidelines on Annual Financial Reporting and Auditing for World Bank - Financed Activities issued by the World Bank's Financial Management Sector Board (the "WB Guidelines"). Project financing is recognised as a source of project funds when the cash is received. Project expenditures are recognised as a use of project funds when the payments are made. 3. Summary of Significant Accounting Policies Cash basis of accounting. The special purpose project financial statements are prepared on a cash basis of accounting. The cash basis of accounting recognizes transactions and events only when cash (including cash equivalents) is received or paid by the organization. Special purpose project financial statements prepared under cash basis provide readers with information about the sources of cash raised during the period, the purposes for which cash was used and cash balances at the reporting date. The measurement focus in the special purpose cash basis project financial statements is balances of cash and changes therein. Reporting currency and translation methodology. The reporting currency of the Project's Special Purpose Cash Basis Project Financial Statements is USD. All co-financing funds contributed by JSC "Uzbekenergo" are received and spent in Uzbek Soums ("UZS"). The official exchange rates established by the Central Bank of Uzbekistan ("CBU") were as follows: * as at 15 October USD 1 / UZS 3, * as at 31 December USD 1 / UZS 2, The expenditures paid for in UZS were translated into USD using the CBU exchange rate effective at the date of payment. Projects expenditures. For the purpose of expending the Projects funds, a procedure of submission of the statements of expenditures was used with indication of expenditures by categories. Statements of expenditures were developed on the basis of source documents supporting expenditures of funds and kept in the PIU. 8

11 TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N UZ) NOTES TO THE SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2016 TO 15 OCTOBER 2016 (continued) (In US Dollars, unless otherwise indicated) in accordance with the method of statement of expenditures, the PlU submitted a withdrawal application (W/A) of an established format to the World Bank. Procurement of goods, works and consulting services Procurement of goods, consulting and non-consulting services was implemented in accordance with "Guidelines: Procurement under IBRD Loans and IDA Credits and Grants by World Banks Borrowers" dated January 2011, and requirements specified in the Loan Agreement. For procurement of consulting services the Project applied the standard requests for proposals and standard contract forms for consultants. Contribution of the Government of Uzbekistan. Government funds of Uzbekistan represent in-kind contributions in the form of tax and customs duty exemptions on goods, works, services and transport vehicles procured under IBRD loan. In-kind contributions are made by the Government of Uzbekistan through the UE "Talimarjan TPP" to its counterparties. Designated and current bank accounts in Uzbekistan. In 2011, JSC "Uzbekenergo" opened Designated Account in USD for IBRD loan replenishments in JSCB "Uzpromstroybank", which is a primary serving bank of JSC "Uzbekenergo", Designated account is to be operated in accordance with the provisions laid down in the Loan Agreement. Co-financing funds contributed by JSC "Uzbekenergo" in UZS are transferred to bank accounts of UE "Talimarjan TPP" in JSCB "Uzpromstroybank", which is primary serving bank of UE "Talimarjan TPP". 4. Going Concern In accordance with the Loan Agreement N UZ dated 16 September 2011 between the Government of Uzbekistan and IBRD, and the Letter #0709/15 from IBRD dated 24 December2015, the expected date of the Project' closing is determined as 30 June 2016 with the grace period of four months ended 30 October As at the date of issuance of these special purpose cash basis project financial statements the management of the Project is expecting additional expenditures for audit services for the total amount of USD 179,000 that will be paid out from the Designated Account until 30 October The remaining cash balance on Designated account after execution of all expected payments will be transferred back to the World Bank's account in full amount. 5. Taxation According to Decree N2 PP dated 27 August 2011 of the President of the Republic of Uzbekistan "On measures of Investment Program implementation of "Construction of 500 kv high voltage line "Talimarjan TPP -Substation Sogdiana" with 500 kv outdoor switchgear at Talimarjan TPP" the goods, works, services and transport vehicles purchased with the IBRD funds within the framework of the Project are exempted from customs duties (except for fees for customs registration), VAT, mandatory contributions to the state special funds, the Non-budget fund for reconstruction, capital repairs and educational institutions and the Republican Road Fund. Such exemption is considered as a contribution of the Government of the Republic of Uzbekistan toward the implementation of the Project. 9

12 - TALIMARJAN TRANSMISSION PROJECT (IBRD LOAN N UZ) NOTES TO THE SPECIAL PURPOSE CASH BASIS PROJECT FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2016 TO 15 OCTOBER 2016 (continued) (In US Dollars, unless otherwise indicated) 6. Payments - IBRD Loan Ne8009-UZ Direct payments from funds of IBRD Loan N28009-UZ for the period from 1 January 2016 to 15 October 2016 comprise: Goods and Consultants services Transaction number Date Works Audit/Training Total January ,238,252-1,238, January , , February ,603,840-1,603, February , , February ,473-86, July ,594,400-1,594,400 Total Direct Payments 5,464, Payments made from Designated Account Payments from Designated Account for the period from 1 January 2016 to 15 October 2016 comprise: Goods and Consultants services/ Transaction number Date Works Audit/Training Total 1 28 January ,925 42, February ,498 20, April ,952 86, May ,535 22, June ,500-67, June , , August , , August ,738 21, August , , August , , September , , September ,000 56, October ,400-5,400 Total Payments 1,532, Subsequent events As at the date of issuance of these special purpose cash basis project financial statements there have been no significant subsequent events that are needed to be disclosed. 9. Approval of Special Purpose Cash Basis Project Financial Statements These special purpose cash basis project financial statements were authorised for issue by the management of the Project on 15 October